TIDMMCC
RNS Number : 6308Q
Mercom Capital Plc
01 December 2016
1 December 2016
Mercom Capital Plc
("Mercom" or "the Company")
Update on indicative proposal from Calvet International
Limited
Notice of AGM
Interim Results
Update on indicative proposal from Calvet International
Limited
The Company confirms that discussions with Calvet International
Limited ("Calvet") regarding the Proposals set out in the
announcement of 27 October 2016 are ongoing. These Proposals have
been modified by Calvet in the following principal respects:
-- cash fundraising of GBP5.0m at 20p per share from new
investors ("New Investors") combined with the issuance of Warrants
to the New Investors on a 1:2 basis exercisable at 80p per share,
expiring 180 days after issue;
-- issue to Mercom shareholders (on the register on the date of
the General Meeting to be convened to approve the Proposals) of
bonus warrants on a 1:4 basis exercisable at 80p per share,
expiring 180 days after issue; and
-- the Directors to sell all their shares (together with shares
issued on exercise of their warrants, each of which has an exercise
price of 5p per share) at 20p per share to the New Investors, with
the Directors returning 2p per share to the Company.
There can be no certainty that the Proposals, as revised, will
be finalised and supported by proposed new investors. In addition,
the Proposals are subject to approval of Mercom shareholders in
general meeting and so there can be no assurance that the Proposals
will be approved. Further announcements will be made in due
course.
Notice of AGM
The Company has today posted a circular to shareholders
convening an annual general meeting to be held at 11.00 am on 5
January 2017 at the offices of Hill Dickinson LLP, The Broadgate
Tower, 8(th) Floor, 20 Primrose Street, London, EC2A 2EW ("the
AGM"). The circular will shortly be available to download from the
Company's website www.mercomcapital.co.uk
Interim Results
The Company today announces its unaudited results for the six
months ended 30 September 2016.
Chairman's Statement
I am pleased to present my Chairman's statement for Mercom
Capital plc ("the Company") for the six month period ended 30
September 2016.
On 3 March 2016, shareholders approved an extension of the
Company's investing policy to enable the Directors, in addition to
making investments in the natural resources and energy sectors
(with a focus on oil and gas), to make investments in the financial
services and financial services technology (fintech) sectors, these
being sectors in which the Board considers it has sufficient
experience. Shareholders also approved a change in the Company's
name to Mercom Capital Plc.
On 20 July 2016, the Company announced that it had successfully
raised of a total of GBP302,500 in equity before expenses, to be
used to increase working capital and finance additional
investments. This achievement confirmed the market's confidence in
our revised investing strategy.
No new investments were made during the six months to 30
September 2016, but shortly after the end of this period, on 17
October, the Company announced that it had entered into a binding
agreement to invest GBP600,000 for a 16% interest in Mobile
Wireless and Satellite SAPI (MOWISAT), a Mexican telecommunication
company. This was an exciting new venture for the Company, which
secured a holding in an extremely well-positioned operator with
plans to be the first player with an offering that involves fintech
solutions for unbanked communities in Mexico.
On 7 October 2016, the Board announced it was in discussions
with Calvet International Limited ("Calvet") concerning proposals
which, subject to shareholder approval at a general meeting of the
Company, involve:
-- A cash fundraising of approximately GBP11.7m at 18p per share
with a small number of international investors, combined with the
issuance of out of the money Warrants on a 1:2 basis;
-- The adoption of a new bespoke Investing Policy to invest in
established industry proven technology, media and internet
businesses;
-- A change of the Company's name to Monchhichi PLC; and
-- The appointment of Simon Fry as Executive Chairman and
Jean-Pascal Tranié as Senior Non-Executive Director of the
Company.
While there can be no certainty at this point in time that any
agreement will be reached with Calvet with regard to these
proposals, the Company is clearly entering an exciting period of
potential evolution in the second half of its fifth financial
year.
Dr Patrick Cross
Chairman
30 November 2016
Condensed Interim Consolidated Statement of Comprehensive
Income
For the six month period ended 30 September 2016
6 months ended 30 September 6 months ended 30 September
2016 2015
Note Unaudited Unaudited
--------------------------------------------------- ----- ---------------------------- ----------------------------
Continuing Operations GBP GBP
Expenses
General and administrative expenses 207,578 180,876
--------------------------------------------------- ----- ---------------------------- ----------------------------
Loss from Operations (207,578) (180,876)
Other items
Investment revenue - -
--------------------------------------------------- ----- ---------------------------- ----------------------------
Loss for the period before taxation (207,578) (180,876)
Taxation - -
Loss for the period attributable to equity holders (207,578) (180,876)
Other comprehensive income - -
--------------------------------------------------- ----- ---------------------------- ----------------------------
Total comprehensive loss for the period (207,578) (180,876)
=================================================== ===== ============================ ============================
Loss per Ordinary share
Basic - continuing and total operations 10 (0.01) (0.01)
Diluted - continuing and total operations 10 (0.01) (0.01)
=================================================== ===== ============================ ============================
Condensed Interim Consolidated Statement of Financial
Position
As at 30 September 2016
Note As at 30 September As at 30 September As at 31 March
2016 2015 2016
Unaudited Unaudited Audited
------------------------------ ----- ------------------- ------------------- --------------------
GBP GBP GBP
Non-current assets
Investments 5 300,000 568,632 300,000
------------------------------ ----- ------------------- ------------------- --------------------
300,000 568,632 300,000
------------------------------ ----- ------------------- ------------------- --------------------
Current assets
Cash and cash equivalents 1,073,389 539,041 592,698
Trade and other receivables 6 20,359 499,900 432,109
Total current assets 1,093,748 1,038,941 1,024,807
------------------------------ ----- ------------------- ------------------- --------------------
TOTAL ASSETS 1,393,748 1,607,573 1,324,807
------------------------------ ----- ------------------- ------------------- --------------------
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 7 254,916 219,594 266,110
------------------------------ ----- ------------------- ------------------- --------------------
Total liabilities 254,916 219,594 266,110
------------------------------ ----- ------------------- ------------------- --------------------
Equity
Share capital 9 590,028 556,247 577,928
Share premium 9 4,510,939 3,204,426 4,255,448
Shares to be issued reserve 9 - 1,000,000 -
Warrant reserve 9 20,122 62,000 -
Accumulated deficit (3,982,257) (3,434,694) (3,774,679)
------------------------------ ----- ------------------- ------------------- --------------------
Total equity 1,138,832 1,387,979 1,058,697
------------------------------ ----- ------------------- ------------------- --------------------
TOTAL EQUITY AND LIABILITIES 1,393,748 1,607,573 1,324,807
------------------------------ ----- ------------------- ------------------- --------------------
Approved by the Board on 30 November 2016
K Appleby
Director
Condensed Interim Consolidated Statement of Cash Flows
For the six month period ended 30 September 2016
6 months ended 30 September 6 months ended 30 September
2016 2015
Unaudited Unaudited
-------------------------------------------------------- ----------------------------- -----------------------------
GBP GBP
Cash flow from operating activities
Loss for the period before tax (204,578) (180,876)
Adjustments for:
Warrants issued for consulting services 3,000 -
Decrease in trade and other receivables 411,750 -
(Decrease)/increase in trade and other payables (11,194) 110,467
Cash used in operations 195,978 (70,409)
-------------------------------------------------------- ----------------------------- -----------------------------
Cash flow from financing activities
Proceeds from issue of shares and warrants, net of
costs 284,713 -
Net cash from financing activities 284,713 -
-------------------------------------------------------- ----------------------------- -----------------------------
Increase (Decrease) in cash and cash equivalents 480,691 (70,409)
Cash and cash equivalents at the beginning of the
period 592,698 609,450
-------------------------------------------------------- ----------------------------- -----------------------------
Cash and cash equivalents at the end of the period 1,073,389 539,041
-------------------------------------------------------- ----------------------------- -----------------------------
Condensed Interim Consolidated Statement of Changes in
Equity
For the 6 months ended 30 September 2016
Share Share premium Shares to be Warrant reserve Retained earnings Total
capital issued
------------------ --------- -------------- ----------------- ---------------- ------------------ ----------
GBP GBP GBP GBP GBP GBP
As at 31 March
2015 (Audited) 553,213 3,067,097 1,000,000 62,000 (3,253,818) 1,428,492
Shares issued
on settlement
of debt 3,304 137,329 - - - 104,363
Total
comprehensive
loss for the
period - - - - (180,876) (180,876)
As at 30
September 2015
(Unaudited) 556,247 3,204,426 1,000,000 62,000 (3,434,694) 1,387,979
------------------ --------- -------------- ----------------- ---------------- ------------------ ----------
Share Share premium Shares to be Warrant reserve Retained earnings Total
capital issued
------------------ --------- -------------- ----------------- ---------------- ------------------ ----------
GBP GBP GBP GBP GBP GBP
As at 31 March
2016 (Audited) 577,928 4,255,448 - - (3,774,679) 1,058,697
Shares issued
on private
placement 12,100 273,278 - 17,122 - 302,500
Warrants issued
for consulting
services - - - 3,000 - 3,000
Share issue
costs - (17,787) - - - (17,787)
Total
comprehensive
loss for the
period - - - - (207,578) (207,578)
------------------ --------- -------------- ----------------- ---------------- ------------------ ----------
As at 30
September 2016
(Unaudited) 590,028 4,510,939 - 20,122 (3,982,257) 1,138,832
------------------ --------- -------------- ----------------- ---------------- ------------------ ----------
Notes to Condensed Interim Consolidated Financial Statements
For the six month period ended 30 September 2016
1. BASIS OF PRESENTATION
Basis of presentation and statement of compliance
These interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not
include all the information required for a complete set of IFRS
financial statements. However, selected explanatory notes are
included to explain events and transactions that are significant to
an understanding of the changes in the Group's financial position
and performance since the last annual consolidated financial
statements as at and for the year ended 31 March 2016. These
interim financial statements were authorised for issue by the
Company's Board of Directors on 30 November 2016.
Basis of consolidation
The Group financial statements include the financial statements
of the Company and its subsidiary undertaking Mercom Capital Canada
Inc., a company incorporated in Canada. The results of subsidiary
undertakings sold or acquired are included in the Consolidated
Statement of Comprehensive Income up to, or from the date control
passes. Intra group sales and profits are eliminated fully on
consolidation.
Functional currency
The presentational and functional currency of the Group and
Company is U.K. Sterling.
Significant accounting estimates and judgments
The preparation of these financial statements requires
management to make judgments and estimates that affect the reported
amounts of assets and liabilities at the date of the financial
statements and reported amounts of expenses during the reporting
period. Actual outcomes could differ from these judgments and
estimates. The financial statements include judgments and estimates
which, by their nature, are uncertain. The impacts of such
judgments and estimates are pervasive throughout the financial
statements, and may require accounting adjustments based on future
occurrences. Revisions to accounting estimates are recognised in
the period in which the estimate is revised and the revision
affects both current and future periods.
Significant assumptions about the future and other sources of
judgments and estimates that management has made at the statement
of financial position date, that could result in a material
adjustment to the carrying amounts of assets and liabilities, in
the event that actual results differ from assumptions made, relate
to, but are not limited to, the following:
-- Management's position that there are no income tax
considerations required within these audited financial statements;
and
-- The carrying value of trade and other receivables.
Going concern
These financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") applicable to
a going concern, which assume that the Company will be able to
realise its assets and discharge its liabilities in the normal
course of operations. The Company has no current source of
operating revenues and its capacity to operate as a going concern
in the near-term will likely depend on its ability to continue
raising equity or debt financing. There can be no assurance that
the Company will be able to continue to raise funds in which case
the Company may be unable to meet its obligations. Should the
Company be unable to realise on its assets and discharge its
liabilities in the normal course of business, the net realisable
value of its assets may be materially less than the amounts
recorded in the Consolidated and Company Statements of Financial
Position. The financial statements do not include adjustments to
amounts and classifications of assets and liabilities that might be
necessary should the Company be unable to continue operations.
2. SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied in
these interim financial statements are the same as those applied in
the Group's consolidated financial statements as at and for the
year ended 31 March 2016. The following changes in accounting
policies are also expected to be reflected in the Group's
consolidated financial statements as at and for the year ending 31
March 2017.
Changes in accounting policies
The following new standards, amendments to standards or
interpretations are mandatory for the Group for the first time for
the financial year beginning 1 April 2016, but are not currently
considered to be relevant to the Group (although they may affect
the accounting for future transactions and events):
-- IAS16 (Amended), 'Property, Plant and Equipment' and IAS 38
(Amended), 'Intangible Assets', issued in May 2014 and effective
from 1 April 2016. These amendments clarify that a depreciation
method that is based on revenue that is generated by an activity
that includes the use of an asset is not appropriate for property,
plant and equipment. There is also a rebuttable presumption that an
amortisation method that is based on the revenue generated by an
activity that includes the use of an intangible asset is
inappropriate.
-- IFRS11 (Amended), 'Joint Arrangements', effective for periods
beginning on or after 1 April 2016 requires an acquirer of an
interest in a joint operation in which the activity constitutes a
business to apply all of the business combinations accounting
principles in IFRS3 and all other IFRSs.
-- IAS27 (Amended), 'Separate Financial Instruments', issued in
August 2014 and effective 1 April 2016 permits investments in
subsidiaries, joint ventures and associates to be optionally
accounted using the equity method in separate financial
statements.
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial year beginning 1April 2016 and have not been early
adopted:
-- IFRS9, 'Financial Instruments', effective for periods
commencing on or after 1 January 2018 but not yet adopted by the
EU. This is final version of the project to replace IAS39
'Financial Instruments: Recognition and Measurement'.
-- IFRS15, 'Revenue from Contracts with Customers', effective
for periods commencing on or after 1 January 2018 but not yet
adopted by the EU. This standard focuses on a principles based
model which is to be applied to all contracts with customers.
-- IFRS16, 'Leases', effective for periods commencing on or
after 1 January 2019 but not yet adopted by the EU. The standard
provides a single lessee accounting model, requiring lessees to
recognise assets unless the lease term is twelve months or less or
the underlying asset has a low value.
-- IAS12 (Amended), 'Income Taxes', effective for periods
commencing on or after 1 January 2017 but not yet adopted by the
EU. This amendment relates to the recognition of deferred tax
assets for unrealised losses and clarifies that estimations for
future taxable profits exclude tax deductions arising from the
reversal of temporary differences.
3. CAPITAL AND FINANCIAL RISK MANAGEMENT
The capital of the Group consists of shareholders' equity. The
Group's objectives when managing capital are to safeguard the
Group's ability to continue as a going concern in order to pursue
the development of its mineral properties and to maintain optimal
returns to shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to
it in light of changes in economic conditions and the risk
characteristics of the underlying assets. To maintain or adjust its
capital structure, the Group may attempt to issue new shares or
debt, dispose of assets, or adjust the amount of cash and cash
equivalents.
The investments in which the Group currently has an interest are
in the exploration and evaluation stage; as such the Group is
dependent on external financing to fund its activities. In order to
carry out the planned exploration and pay for administrative costs,
the Group will spend its existing working capital and raise
additional amounts as needed. The Group will continue to assess new
properties and seek to acquire an interest in additional properties
if it feels there is sufficient geologic or economic potential and
if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing
basis and believes that this approach, given the relative size of
the Group, is reasonable. There were no changes in the Group's
approach to capital management during the period ended 30 September
2016. The Group is not subject to externally imposed capital
requirements.
Credit risk
All the Group's cash and cash equivalents are held with
well-known and established financial institutions. As such,
management considers credit risk related to these financial assets
to be minimal. The Group's maximum credit risk exposure is limited
to the carrying value of its cash and subscriptions receivable. At
30 September 2016, the Group had no material amounts deemed to be
uncollectible.
Commodity price risk
Commodity price risk is the risk that the fair value of future
cash flows will fluctuate as a result of changes in oil and natural
gas commodity prices. The nature of the Group's operations will
result in exposure to fluctuations in commodity prices. The Group
is currently in its development stage and as such the exposure to
fluctuations in commodity prices is not actively managed. In the
future, the Group may use commodity price contracts to manage
exposure to fluctuations in pricing.
Interest rate risk
Interest rate risk is the risk that future cash flows will
fluctuate as a result of changes in market interest rates. The
Group does not have a material exposure to this risk as there are
no outstanding debt facilities.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they come due. The Group ensures,
as far as possible, that it will have sufficient liquidity to meet
its liabilities when due, without incurring unacceptable losses or
harm to the Group's reputation.
The Group utilises authorisation for expenditures to further
manage capital expenditures and attempts to match its payment cycle
with available cash resources.
Foreign currency risk
The Group is exposed to foreign currency fluctuations on its
cash which is denominated in U.K. Sterling and Canadian
Dollars.
4. SEGMENTAL REPORTING
The Directors consider that the primary reporting business format
is by business segment which in the period was the acquisition
of investments only, as this formed the basis of internal reports
regularly reviewed by the Board in order to allocate resources
to the segment and assess its performance. Therefore the disclosures
for the primary segment have already been provided in these
financial statements.
The secondary reporting format is by geographical analysis.
However there is no revenue and no customers in the period and
no non-current assets at 30 September 2016 and thus no geographical
analysis disclosure has been presented in these financial statements.
5. INVESTMENTS
The Company has a 100% shareholding in the following company
incorporated in Canada:
Nature of
Holding Business
Mercom Oil Sands Canada Inc. Common shares Investment
(Nil Par Value) company
Other investments
Cost
At 1 April 2016 768,632
Additions -
30 September 2016 768,632
------------------------ -------
Impairment
At 1 April 2016 468,632
Impairment in period -
30 September 2016 468,632
------------------------ -------
Net book value
31 March 2016 300,000
------------------------ -------
30 September 2016 300,000
------------------------ -------
The additions represent the investment in the following
companies:
County of Holding Proportion Nature of business
Incorporation held
Lion Natural Resources England & Ordinary 30% Direct exploration
Limited Wales and development of
natural resources
NWT Coal Limited Cyprus Ordinary 35% Direct exploration
and development of
natural resources
Maverick Petroleum Republic Ordinary 2% Direct and indirect
Ltd of Seychelles exploration and development
of natural resources
The accounting treatment of the investments in Lion Natural
Resources Limited and NWT Coal Limited as available for sale
financial assets and not as associates as detailed in note 1of the
audited financial statements for the year ended 31 March 2016.
These investments have been measured at cost less impairment as
also detailed in note 1 of the audited financial statements for the
year ended 31 March 2016 as it was not possible to reliably measure
a fair value.
6. TRADE AND OTHER RECEIVABLES
30 September 30 September 31 March
2016 Unaudited 2015 Unaudited 2016 Audited
GBP GBP GBP
Other receivables 20,359 499,900 432,109
On 10 January 2013, the Group entered in to a contract to purchase
20,000 cubic meters of Gasoil at a price of US$775 per cubic meter.
On entering the contract the Group paid a refundable deposit of
GBP499,900. If the Group chooses not to perform on the contract,
the deposit will be refunded. The contractor, at their sole discretion,
has the right to impose a 2.25% fee for any amounts refunded for
non-performance.
The contract was extended to 1 July 2016 and the deposit was refunded
in full in August 2016 less the non-performance fee.
7. TRADE AND OTHER PAYABLES
30 September 30 September 31 March
2016 Unaudited 2015 Unaudited 2016 Audited
GBP GBP GBP
Trade payables 239,916 145,094 124,110
Accruals and deferred
income 15,000 74,500 142,000
---------------- ---------------- --------------
254,916 219,594 266,110
================ ================ ==============
8. RELATED PARTY TRANSACTIONS AND BALANCES
The Group's related parties, as defined by International
Accounting Standard 24 (revised), the nature of the relationship
and the amount of transactions with them during the six months
ended 30 September 2016 were as follows:
The Group was charged GBP12,000 (2015: GBP12,000) in consulting
fees by CFO Advantage Inc., a company that is controlled by K.
Appleby (Finance Director). As at 30 September 2016 the Group owed
CFO Advantage Inc. GBP25,169 (31 March 2016: GBP28,396).
The Group was charged GBP12,000 (2015: GBP12,000) in consulting
fees by Dr P.H. Cross (Non-executive Chairman). As at 30 September
2016, the Group owed Dr. P.H. Cross GBP28,000 (31 March 2016:
GBP16,000).
The Group was charged GBP120,000 (2015: GBP120,000) in
consulting fees by J. Zorbas (Chief Executive Officer. As at 30
September 2016, the Group owed J. Zorbas GBP151,000 (31 March 2016:
GBP114,000).
9. SHARE CAPITAL
a) Shares authorised
On 16 July 2014 the Company consolidated its share capital so
that every 50 Ordinary shares of GBP0.001 in the issued share
capital of the Company was consolidated into one Ordinary share
of GBP0.05 (New Ordinary share). Each New Ordinary share would
have the same rights and would be subject to the same restrictions
as an Ordinary share. Following the consolidation the New Ordinary
shares were sub divided into one Ordinary share of GBP0.001
and one Deferred share of GBP0.049.
b) Shares issued
Called up, allotted and fully paid:
--------------------------------------------------------------------------------------------------
30 September 31 March
2016 2016
GBP GBP
29,526,773 ((March 31, 2016 -17,426,773)
New Ordinary shares of GBP0.001 11,438,797
(March 31, 2016 - 11,438,797) Deferred shares
of GBP0.049 590,028 577,928
(i) On 20 July 2016 the Company closed a financing of GBP227,500
before expenses through the placing of 9,100,000 Ordinary
Shares of 0.1p each (the "Placing Shares") at a price of 2.5p
per Placing Share with new shareholders, together with the
issue of warrants over Ordinary Shares on the basis of one
warrant for every two Placing Shares exercisable at a price
of 5p per share for a period of six months from admission
of the Placing Shares to trading on AIM.
In addition, two directors of the Company, J. Zorbas and K.
Appleby, subscribed for a total of 3,000,000 Ordinary shares
on the same terms.
The warrants were assigned a value of $3,000 using the Black
Scholes option pricing model using the following assumptions:
risk free interest rate 0.58%; expected volatility 109%; expected
dividend yield of 0% and an expected life of 6 months. Expected
volatility was based on the historical volatility of other
comparable listed companies.
c) Share purchase warrants
The following summarises the activity to 30 September 2016:
Warrants Value
outstanding GBP
Balance at 31 March 2016 - -
Issued to consultants (i) 1,000,000 3,000
Issues as part of private placement (note
10(b)(i)) 6,050,000 17,122
Balance at 30 September 2016 7,050,000 20,122
(i) The warrants were assigned a value of $17,122 using the
Black Scholes option pricing model using the following assumptions:
risk free interest rate 0.58%; expected volatility 109%; expected
dividend yield of 0% and an expected life of 6 months. Expected
volatility was based on the historical volatility of other
comparable listed companies.
d) Stock options
There were no options outstanding at 30 September 2016 and none
issued during the six month period ended 30 September 2016.
10. LOSS PER ORDINARY SHARE
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Group by the weighted average
number of Ordinary shares in issue during the period.
2016
Loss attributable to equity holders of the Group GBP(207,578)
Weighted average number of Ordinary shares in issue 22,213,623
----------------------------------------------------- -------------
Basic loss per share GBP (0.01)
----------------------------------------------------- -------------
Diluted loss per share is calculated by adjusting the weighted
average number of Ordinary shares in issue to assume the conversion
of all dilutive potential Ordinary shares at the start of the
period. The Group's dilutive potential Ordinary shares arise from
warrants. In respect of the warrants a calculation is performed to
determine the number of shares that could have been acquired at
fair value, based upon the monetary value of the subscription
rights attached to the outstanding warrants. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the warrants.
There were no potentially dilutive warrants as the exercise
price exceeded the average market price of the Ordinary shares
during the period. Any potentially dilutive Ordinary shares would
have been anti-dilutive because the Group was loss-making.
11. EVENTS AFTER THE REPORTING DATE
(a) The Company agreed to invest GBP600,000 for a 16% interest
in Mobile Wireless and Satellite SAPI ("MOWISAT"), a newly
established Mexican company in the financial technology and
payments industry. MOWISAT intends to be the first provider of
fintech solutions for unbanked communities in Mexico which it plans
to deliver as a mobile virtual network operator ("MVNO"). To that
end, MOWISAT has executed a Letter of Intent to offer such services
on an exclusive basis through a nationwide commercial and retail
distribution network with over 25,000 outlets with a reach of
approximately 40 million people in rural areas as well as the
outskirts of every major city in Mexico. MOWISAT plans to deploy
its financial services offering as described below in the first
quarter of 2017. In due course, the Company will launch in similar
rural markets in other countries of Latin America.
(b) The Company and Calvet International Limited ("Calvet") have
entered into non-binding heads of terms which amongst other things
provide, subject to shareholder approval at a general meeting of
the Company, for:
-- Cash fundraising of approximately GBP11.7m at 18p per share
with a small number of international investors combined with the
issuance of out of the money Warrants on a 1:2 basis;
-- Adoption of a new bespoke Investing Policy to invest in
established industry proven technology, media and internet
businesses;
-- Change of Company's name to Monchhichi PLC; and
-- Appointments of Simon Fry as Executive Chairman and Jean
Pascal Tranié as Senior Non-Executive Director of the Company (the
"Proposals").
12. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate
controlling party.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
For further information, please contact:
Mercom Capital Plc
John Zorbas 001 416 504 3978
Northland Capital Partners
Limited
Nominated Adviser and Broker
Edward Hutton / Matthew Johnson +44 (0) 20 3861 6625
Beaufort Securities Limited
Joint Broker
Elliot Hance +44 (0) 20 7382 8300
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FBLLXQFFZFBD
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